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<br /> A Division of ldentiSys
<br /> CAPTURE TECHNOLOGIES
<br /> MAINTENANCE AGREEMENT TERMS AND CONDITIONS
<br /> I. Term.The Agreement shall be signed by the Customer and will
<br /> commence on the start date stated on the Agreement,and shall continue for 7. Overtime Charges and Travel. All overtime charges and travel expenses
<br /> an initial one-year term, of Capture Technologies personnel not included in the contracted
<br /> maintenance services will be charged to the Customer at the rates in
<br /> 2, Description of Covered Services. During the term of this Agreement, Capture Technologies'maintenance price list in effect at the time of
<br /> Capture Technologies agrees to provide the preventative and remedial occurrence_ Any maintenance service started during the contracted
<br /> maintenance services recommended by the manufacturer.Capture coverage hours and completed within one-half hour after such period shall
<br /> Technologies technicians will perform maintenance services sufficient to not be treated as overtime. Service completed after such one-half hour
<br /> keep equipment in good operating condition.Maintenance services include period and service otherwise provided at Customer's request outside of the
<br /> necessary replacement of standard parts,and labor necessary to replace contracted coverage period shall be treated as overtime. A minimum one-
<br /> such parts,.to make technical adjustments,and to clean and lubricate the hour charge shall apply to overtime services.
<br /> equipment.Customer must contact the Capture Technologies Service
<br /> Department at 800.544.5050 or sve dispatch a Capturet.com to set up $_ Payment. Customer shall pay all invoices within thirty(30)days or the
<br /> service calls for preventative and remedial services. date of invoice_Any past due invoiee(s)to Capture Technologies may,at
<br /> the sole discretion of Capture Technologies,cause your account to be put
<br /> 3. Coverage Hours.Unless otherwise noted on the front side ofthis form, on hold_ If your account is on hold,services under this Maintenance
<br /> service will be provided Monday through Friday,8:00am to 5:00pm local Agreement will not be performed until all past due amounts are cleared or
<br /> time,excluding holidays observed by Capture Technologies. Including but arrangements made to the satisfaction of Capture Technologies. Interest
<br /> not limited to:New Year's Day,Memorial Day,Juiy 4",Labor Day, shall accrue on all nverdue amounts at die rate of twelve percent(12%)per
<br /> Thanksgiving&Thanksgiving Friday,Christmas Eve Day,and Christmas year,or the maximum amount permitted under local law,whichever is less,
<br /> Day. Unless tax exempt,Customer shall pay all municipal,state or federal taxes
<br /> levied or based on charges payable under this Agreement,excluding
<br /> 4, Description or Uncovered Services.This Agreement and the fees for income taxes payable by Capture Technologies. In the event that Customer
<br /> maintenance do not cover labor,parts,and expenses necessary to-(a)repair does not make timely payment of amounts due hereunder,Capture
<br /> damage caused by Customer's negligence;(b)reconfigure or relocate the Technologies may terminate this Agreement upon ten(10)days advance
<br /> equipment',(c)set up or provide training for personalized famtals;(d) written notice and Capture Technologies shall be entitled to recover its
<br /> repair problems which arise from the use by Customer of non-Capture expenses(including reasonable attorneys'fees)incurred in conjunction
<br /> Technologies approved parts,attachments,devices or supplies—use of with any collection action.
<br /> third party supplies and suppliesicards not npproved by Capture
<br /> Terhnolo2les,may result in the termination of this agreemen l;(e) 9. Access. Customer shall permit Capture Technologies free access to the
<br /> repair damage caused by customer facility/system;(f)recover lost data due equipment to be serviced hereunder and shall provide to Capture
<br /> to the absence of an accurate back-up;(g)receive applicable upgrades;(h) Technologies adequate storage space,working space and all accessary
<br /> replace printheads;0)any fees that pertain to Vaccination,Registration or utilities_
<br /> Testing requirements;(k)if testing is required prior to entry for onsite
<br /> service a$140 flat rate fee would he billed separately and payment would 10, PartslComponenl Replacement.Capture Technologies reserves the right
<br /> he required before service is dispatched. at its option to replace or repair any part or component which fails to
<br /> perform its function under normal use.Capture Technologies further
<br /> 5. Pricine. Prices for the maintenance services are set forth on the front side reserves the right to use,at its option,new,rebuilt,comparable or
<br /> of this Agreement.Prices may include additional charges for extensions of reconditioned parts/components or improved parts/components which are
<br /> the standard coverage hours and for Customer sites that are located more capable of performing functions similar to those of the replaced
<br /> than fifty-(50)miles from an Capture Technologies service point_ prrnslcomponems.
<br /> & Subscription/Hosted/Cloud Based Coverage. After the initial I I Parts/Coinpnenls Availability.In the event that parts or components
<br /> Subscription Term,unless otherwise specified on the Order,any Software required to repair or maintain covered product are no longer available,
<br /> based subscriptions will automatically renew for subsequent annual terns Capture Technologies may terminate coverage for all or part of the
<br /> unless the Customer gives written notice on nonrenewal at least 30 days specified product and will issue the Customer a prorated credit for the
<br /> before the last day of your then-current Subscription Term.Unless duly unused portion of the term charge,
<br /> terminated,this Agreement will automatically renew at the then current fees
<br /> in accordance with the Agreement and any Third-Party pricing and 12. Warranty. Capture Technologies warrants that all services provided
<br /> Customer agrees to pay the Subscription fees applicable to the Renewal. hereunder shall be performed in a neat,workmanlike manner and shall
<br /> Customer hereby acknowledges and agrees that the renewal fees and comply with industry standards and practices. In the event that any Capture
<br /> charges may increase. Capture Technologies may terminate this Technologies services do not meet these waranty specifications,Capture
<br /> Subscription immediately if Customer breaches any of its obligations under Technologies shall correct such defective services at its expense. EXCEPT
<br /> this Agreement and any hosted time will be billed up to the termination AS SET FORTH HEREIN,CAPTURE TEC14NOLOGIES MAKES NO
<br /> date. If the subscription is terminated for any reason Customer WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES
<br /> acknowledges they will no Iongerhave access to any of the hosted OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br /> information. Customer acknowledges that if they cancel the Subscription PURPOSE_
<br /> during a current hosted term,no refund will be given for any remaining
<br /> unused Subscription. 13. Limilalion of Liability. IN NO EVENT SHALL CAPTURE
<br /> 6.1 Access to Services.Capture Technologies distributes the Service TECHNOLOGIES HE LIABLE FOR SPECIAL,INCIDENTAL,
<br /> online.You are solely responsible for providing,installing,and CONSEQUENTIAL OR PUNITIVE DAMAGES. IN NO EVENT
<br /> maintaining at your own expense all equipment,facilities,and SHALL CAPTURE TECHNOLOGIES'TOTAL LIABILITY UNDER
<br /> services necessary to enable Authorized Users'access and use of the THIS AGREEMENT EXCEED THE SUM OF ALL AMOUNTS PAID
<br /> Service through the interface,including,without limitation all BY CUSTOMER TO CAPTURE TECHNOLOGIES UNDER THIS
<br /> computer hardware,software,and Internet access, AGREEMENT UP TO THE TIME THE CAUSE OF ACTION AROSE.
<br /> 6.2 User Account Security.You are solely responsible for tracking and
<br /> for ensuring the security and confidentiality of all user identifiers 14_ force Mnieure. Neither party shall be liable to the other hereunder for
<br /> and passwords.Capture Technologies has no liability with respect to failure to perform if such failure is due to acts of God,strikes,labor
<br /> any use or misuse of such identifiers or passwords,and any use other disputes,failure of suppliers,wars,or judicial action affecting the terms of
<br /> than as provided in this Agreement will be considered a breach of performance of this Agreement,
<br /> this Agreement by you,
<br /> 6.3 Service Period.This Agreement will commence on the Subscription 15, General Provision.This Agreement represents the complete agreement
<br /> Date and,unless terminated early in accordance with Section 7, between the parties with respect to the subject matter hereof and supercedes
<br /> continue for the number of months or year(s)specified in the any contemporaneous or prior written or oral understandings or agreements
<br /> Subscription as measured from the Subscription Date(the"Initial with respect hereto. This Agreement may not he altered or modified except
<br /> Period") by a writing signed by both parties, This terms and conditions of this
<br /> 6.4 Cancellation. Any and all rights granted to you with respect to the Agreement shall prevail in the event of any conflicts with terns and
<br /> Service and Technology,and any and al I rights granted to Software conditions contained on a Customer purchase order.The Agreement shall
<br /> with respect to your data,will terminate on the effective date of be governed by and construed in accordance with the laws of the State of
<br /> termination.Capture Technologies will have no obligation to Minnesota.
<br /> provide the Service to you or Authorized Users after the effective
<br /> date of the termination.You will pay to Capture Technologies any 16- Imprinter Addendum. When the Covered Equipment includes imprinters
<br /> amounts payable for your and Authorized Users use of the Service and/or data recorders,the following terms and conditions are made part of
<br /> through the effective date of the termination.. this Service Agreement,Capture Technologies shall provide on call
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